CARDAX, INC
2800 Woodlawn Drive, Suite 129
Honolulu, HI 96822
December 1, 2014
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey P. Riedler
| Re: | Cardax, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-195745 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities and Exchange Act of 1933, as amended, Cardax, Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 (as amended to date, the “Registration Statement”) be accelerated to become effective on December 1, 2014 at 5:00P.M., Eastern Standard Time, or as soon as practicable thereafter.
The Registrant hereby acknowledges the following:
| ● | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and | |
| ● | the Registrant may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We request that we be notified of such effectiveness by a telephone call to Richard Morris of Herrick, Feinstein LLP at (212) 592-1432 and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| Cardax, Inc. | ||
| By: | /s/ David G. Watumull | |
| Name: | David G. Watumull | |
| Title: | President and CEO | |
| cc: | Herrick, Feinstein LLP |
| Austin Stephenson (via email: | |
| StephensonA@SEC.GOV) |
